Simon Property Group (SPG) Risk Factor Changes

We may not be able to lease new or redeveloped properties to an appropriate mix of tenants that generates optimal customer traffic.

Our international activities represented approximately 2.3% of consolidated net income and 9.7% of our net operating income, or NOI, for the year ended December 31, 2025.

differences in cultures and consumer retail behavior may create operational complexity and result in inefficiencies;

challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation, may lead to operating inefficiencies or increased costs;

impact from threatened or implemented tariffs and international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels;

We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States.

As of December 31, 2025, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Germany, Indonesia, Italy, Japan, Malaysia, Mexico, the Netherlands, the People’s Republ…

There are risks associated with artificial intelligence (“AI"), any or all of which could adversely affect our business.

As of December 31, 2025, we owned interests in 110 income-producing properties with other parties.

As of December 31, 2025, we had approximately $311.0 million of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.

and conditions in the capital markets in general, which can impact both our cost of capital and, to a lesser degree, our ability to access capital.

Simon’s charter contains a general restriction on the accumulation of shares in excess of 8% of its capital stock.

The rules dealing with U.S.

Income from “qualified dividends” payable to U.S.

Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of t…

We believe that the Operating Partnership is treated as a partnership for federal income tax purposes.

Our properties represent a substantial portion of our total consolidated assets.

Epidemics, pandemics or other health crises could have, a material negative impact on economic and market conditions around the world and an adverse impact on economic activity in retail real estate.

Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future.

Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results.

levels of consumer spending, changes in consumer preferences, income levels, and fluctuations in seasonal spending in the United States and internationally;

macroeconomic and geopolitical conditions, including implemented and threatened tariffs, retaliatory tariffs and trade disputes, energy prices, market dynamics, rising or elevated interest rates, inflation, government…

We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, as well as evolving consumer preferences and purchasing habits.

We may not be able to lease new or redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all.

difficulties in managing international operations;

competitive disadvantage.

provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders de…

result, we might be required to liquidate or forgo otherwise attractive investments.

redevelopment we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impac…

seeking of a lease modification with us.

Gaza and surrounding areas, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism;

difficulties in managing international operations, in particular where our properties are held in joint ventures;

confidentiality.

managed locally by joint ventures in which we share control of the properties with our partner.

We depend on free cash flow and external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding…

legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and the Subsidiary REITs to qualify to be taxed as REITs and/or the U.S.

2026.

it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including Simon.

of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be des…

we may face construction delays or higher construction costs caused by potential increases in the cost of imported goods and materials due to threatened or implemented tariffs and international trade disputes, supply…

such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.

tenants, there may be downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make othe…